STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 9th, 2005 • Dean Health Systems Inc • Wisconsin
This Stock Purchase Agreement (“Agreement”) is made as of August 31, 2005, by and between DEAN HEALTH SYSTEMS, INC., a Wisconsin corporation (“Seller”) and AMERICAN PHYSICIANS ASSURANCE CORPORATION, a Michigan stock insurance corporation (“Purchaser”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 20th, 2005 • Dean Health Systems Inc • Michigan
This Stock Escrow Agreement, dated as of September 17, 2004 (“Escrow Agreement”), is by and between American Physicians Assurance Corporation, a Michigan corporation (“APA”), the shareholders listed on Exhibit 1 (collectively, the “Depositors”); and Dykema Gossett PLLC, as Escrow Agent hereunder (“Escrow Agent”).
Edelman & Co., Ltd. TELEPHONE 414-228-9314 • FAX 414-228-9682 rhe@edelmancoltd.comTerms of Engagement • July 20th, 2005 • Dean Health Systems Inc
This letter confirms our mutual understanding regarding the retention by Aurora Medical Group, Inc. (the “Company”) of Edelman & Co., Ltd. (“Edelman”) to serve as the Company’s financial adviser with respect to the proposed sale of the Company’s equity interest in Physicians Insurance Company of Wisconsin, Inc. (the “Shares”).
CONSENT TO TERMINATION OF STOCK PURCHASE AGREEMENT AND STOCK ESCROW AGREEMENTConsent to Termination of Stock Purchase Agreement and Stock Escrow Agreement • September 9th, 2005 • Dean Health Systems Inc
This Consent to Termination of Stock Purchase Agreement and Stock Escrow Agreement (“Termination”) is made as of August 31, 2005, by and among the undersigned shareholders (collectively, the “Sellers”) and American Physicians Assurance Corporation, a Michigan stock insurance corporation (the “Purchaser”).
AMENDMENT NO. 1 TO STOCK ESCROW AGREEMENTStock Escrow Agreement • July 20th, 2005 • Dean Health Systems Inc
Amendment No. 1, dated October , 2004, to the Stock Escrow Agreement, dated as of September 17, 2004 (as amended from time to time, the “Escrow Agreement”), by and among American Physicians Assurance Corporation (“APA”), the shareholders listed on Exhibit 1 thereto (collectively, the “Sellers”), and Dykema Gossett PLLC, as Escrow Agent hereunder (“Escrow Agent”).
EXECUTION COPY STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 20th, 2005 • Dean Health Systems Inc • Wisconsin
This Stock Purchase Agreement (“Agreement”) is made as of September 17, 2004, by and among the shareholders listed on Exhibit 1 hereto (collectively, the “Sellers”) and American Physicians Assurance Corporation, a Michigan stock insurance corporation (the “Purchaser”).
Edelman & Co., Ltd. TELEPHONE 414-228-9314 • FAX 414-228-9682 rhe@edelmancoltd.comTerms of Engagement • July 20th, 2005 • Dean Health Systems Inc
This letter confirms our mutual understanding regarding the retention by Dr. David Moss (the “Seller”) of Edelman & Co., Ltd. (“Edelman”) to serve as the Seller’s financial adviser with respect to the proposed sale of the Seller’s equity interest in Physicians Insurance Company of Wisconsin, Inc. (the “Shares”).
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 20th, 2005 • Dean Health Systems Inc
Amendment No. 2, dated April 11, 2005, to the Stock Purchase Agreement, dated as of September 17, 2004 and amended by Amendment No. 1 dated as of November 30, 2004 (the Stock Purchase Agreement, as amended from time to time, is referred to in this Amendment No. 2 as the “Agreement”), by and among American Physicians Assurance Corporation (the “Purchaser”) and the shareholders listed in Exhibit 1 thereto (collectively, the “Sellers”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 20th, 2005 • Dean Health Systems Inc
Amendment No. 1, dated October , 2004, to the Stock Purchase Agreement, dated as of September 17, 2004 (as amended from time to time, the “Purchase Agreement”), by and among American Physicians Assurance Corporation (the “Purchaser”) and the shareholders listed on Exhibit 1 thereto (collectively, the “Sellers”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 20th, 2005 • Dean Health Systems Inc
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement of Schedule 13D (including amendments and Exhibits thereto) (collectively, the “Schedule 13D”) with regard to the common stock of Physicians Insurance Company of Wisconsin, Inc. (“PIC”), and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
